TEL AVIV, Israel
November 27, 2012
announced today that the Audit Committee and Board of Directors of the Company unanimously approved the entering into a loan agreement between the Company and Mr. Zohar Zisapel (and/or a company controlled by him), the Company's Chairman and its largest shareholder with holdings of approximately 34% of the Company's voting power.
The key terms of the loan agreement are as follows:
- Mr. Zisapel will extend a loan of up to 3,000,000 New Israeli Shekels to the Company;
- The loan will be interest-free and will only be linked to the Israeli Consumer Price Index; and
- The Company is obligated to repay the loan by March 31, 2013, unless otherwise agreed upon by Mr. Zisapel and the Company.
The Audit Committee and the Board of Directors of the Company have unanimously resolved that the entry by the Company into the loan agreement substantially upon the terms described above is solely for the benefit of the Company.
As required by the Israeli Companies Law, the abovementioned transaction was approved by the Audit Committee and the Board of Directors of the Company. In accordance with regulations promulgated under the Israeli Companies Law, holders of 1% or more of the outstanding Ordinary Shares of the Company may demand that the Company convene a general meeting of shareholders to approve the abovementioned loan agreement, by sending a written request to the Company's principal offices (RADCOM Ltd., 24 Raoul Wallenberg Street,
, Attn.: Chief Financial Officer) no later than
December 11, 2012
. If no request is received by such date, the abovementioned transaction will not require the approval of the Company's shareholders.